Robertson (plaintiff) and Levy (defendant) entered into an agreement, under which Levy was to form Penn Ave. Record Shack, Inc. (Penn Ave.) to purchase Robertson’s business. Levy submitted articles of incorporation for Penn Ave., but they were rejected. Robertson assigned his lease to Levy as president of Penn Ave., and Levy began to operate the business under the same name. Robertson executed a bill of sale disposing of his business assets to Penn Ave. in return for a note providing for installment payments, signed “Penn Ave. Record Shack, Inc. by Eugene M. Levy, President.” The certificate of incorporation was later issued to Penn Ave., and one payment was made on the note. Penn Ave. ceased doing business and is now without assets. Robertson sued Levy for the balance due on the note. The trial court found for Levy, holding that § 139 of the 1950 Model Business Corporation Act does not apply and that Robertson was estopped from denying the existence of the corporation. Robertson appeals.